Short answer: a developer or investor can secure land in the Dominican Republic in four main ways: buy it outright, tie it up with a promise-of-sale or option while validating the project, partner with the landowner through a contribution or joint venture, or place it in a real estate trust (fideicomiso) under Law 189-11. No structure is best in every case. The right one depends on how much capital you want locked up, how clean the title is, whether the owner wants cash or a stake, and how the project will be financed and sold.

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What should I settle before choosing a structure?

Four questions drive the decision:

1. Title status. If a deslinde is pending or liens exist, paying everything upfront is the worst case. Start with our due diligence checklist.
2. Project certainty. If zoning, buildable area or permits are not confirmed, defer the commitment. The permit chain (municipality, Environment and MIVHED) can take up to a year (El Día).
3. The owner’s goal. Some owners want immediate liquidity; others prefer to share in the value the project creates.
4. Financing and sales. If you will presell, borrow or bring in co-investors, the structure must allow it.

How do the four structures compare?

The 4.5% to 5.5% closing range is a market reference for purchases without an exemption (Century 21 Perdomo); it is not an official fee schedule.

When does an outright purchase make sense?

It is the simplest structure and gives the most control. The transfer tax is 3% on the higher of the contract price and the DGII value (inmobiliario.do), and attorney, notary and registry costs bring closing into the range above. Since May 2025 the DGII requires the payment method to be declared on transfers above RD$1 million (Siempre al Día), so plan traceable wires.

Pros: full control, easy to pledge as bank collateral, no partners.

Cons: capital sits idle during permitting, and nothing protects you if zoning proves lower than expected.

Mitigations (general practice; confirm with your attorney): make part of the price conditional on delivery of the individual title or the deslinde, and hold those funds in escrow until then. A market guide recommends this for land without a deslinde (DR Listings).

How do a promise-of-sale and an option work?

In Dominican practice the promesa de venta usually precedes the final sale. A market guide recommends writing the diligence findings into it as conditions, with a structured escrow for the deposit (DR Listings).

An option is a contractual variant: the owner grants the developer, for a fee, the right (not the obligation) to buy at a set price within a set period. We found no Dominican source that regulates the option as a standalone instrument; it is negotiated under freedom of contract and must be drafted by a local attorney.

Clauses to include:

• Price, term and extensions (with a price for each extension).
• Conditions precedent: approved land use, tourism no-objection where it applies, environmental authorization, deslinde.
• How much of the option fee is credited to the price and how much is forfeited.
• Exclusivity and a ban on encumbering or selling the land during the option.
• Access for soil, topographic and environmental studies.
• Penalties if the owner defaults, and a mechanism to release escrowed funds.

Registry protection. A preventive annotation is a temporary registry entry that gives public notice of a pending claim or right, so that later buyers cannot claim ignorance; it does not decide the merits, and if the claim prevails its effects date from the annotation (ACLaw). Ask your attorney whether a promise or option can be protected this way in your case and for how long, since the sources we reviewed do not detail that step for options. Confirm with counsel.

What is a land contribution or joint venture, and how is it structured?

In a contribution or joint venture the owner does not sell for cash: the owner brings the land, the developer brings the project, capital or both, and they share the outcome. Generally there are three formats:

1. A company with an in-kind contribution. A company (for example an SRL or an SAS under Law 479-08) is formed; the owner contributes the land as an in-kind contribution in exchange for equity, and the developer contributes capital or services. A summary of the law notes that partners may contribute cash, in-kind assets or industry (PHLaw, Law 479-08). Valuation requirements, title transfer and registration in the company’s name must be confirmed with a corporate attorney.
2. A contractual collaboration or participation arrangement. More flexible and no new legal entity, but with consequences for liability toward third parties. Ask counsel whether the accidental or participation partnership form under Law 479-08 suits the project.
3. A swap or payment in kind. The owner receives finished units or a share of sales in exchange for the land. This is a commercial deal that must be documented precisely.

Negotiation points:

• Contribution value: how the land is valued (independent appraisal) and what share it earns.
• Governance: who decides design, pricing, contracting and financing; supermajority matters.
• Distribution waterfall: the order of payment (capital return, preferred return, split).
• Exit: what happens if a partner wants out, the project is delayed or permits fail.
• Collateral: if the land is mortgaged to finance construction, what happens to the owner who contributed it.
• Tax: a contribution can trigger transfer and capital gains questions. Under Law 30-26 (June 18, 2026), individuals pay a single, final 10% on real estate capital gains, with the calculation base still lacking regulations as of October 2026 (inmobiliario.do). Have a tax adviser confirm how this applies to a contribution.

For the owner, a joint venture can be attractive if they want to share in value created. For the developer it lowers initial outlay but gives up control and equity. It is also the typical format when combined with capital raising from co-investors.

How does a Law 189-11 trust work?

A fideicomiso is an act in which one or more persons transfer assets or rights to a trustee to form a separate estate. It has no legal personality but is a taxpayer, must be made in writing before a notary, is presumed irrevocable and has a registry publicity regime (DGII). Law 189-11 of 2011 recognizes, among others, real estate investment and development trusts (IBA).

Roles: the settlor (fideicomitente) contributes the assets, for example the landowner or the developer; the trustee (fiduciaria) administers them under the deed; and the beneficiary receives the benefits (El Caribe).

Points that matter for land acquisition:

• Asset separation: article 9 of the law generally bars creditors of the settlor and of the trustee from reaching trust assets; only profits payable to the debtor can be claimed (IBA).
• Transfer tax: a market guide says the first transfer (settlor to trustee) pays the 3% tax and later transfers to beneficiaries are exempt (CLIC Inmobiliaria). The DGII lists the real estate transfer tax and the property tax (IPI) among the trust’s tax obligations, subject to exemptions by trust type (DGII). Confirm exact treatment with counsel and a tax adviser.
• IPI: trusts pay 1% on total value with no threshold, whereas individuals pay only on the value above RD$10,695,494 in 2026 (CLIC Inmobiliaria); Siempre al Día likewise reports no IPI exemption for companies and trusts (Siempre al Día).
• Costs: constitution fees and an annual trustee commission that, per the CLIC guide, typically runs 0.5% to 1.5% of asset value; this is a market range, not an official tariff.
• Buyer protection in presales: payments go into trust accounts rather than the builder’s, but a trust is not mandatory and cases have been reported of projects advertised as trust-backed while payments went to the builder (Acento). Always read the deed and verify the trustee.
• Trust purpose: a DGII technical ruling (Consulta 9, December 2025) recalls that the purpose cannot be changed during the trust’s life (article 14 of Law 189-11), so the deed must be designed carefully from day one. Confirm with counsel.
• Usage: as of May 2024 the DGII counted 1,662 trusts constituted, about 75% tied to real estate development (El Caribe).

When it does not fit: for a single site with limited capital, fixed trustee costs may not be justified; the CLIC guide cautions that a trust may not make sense in that case, and it should not be used only to avoid taxes.

Which structure fits which scenario?

What should foreign investors add to the checklist?

Law 16-95 gives foreign investors national treatment and allows repatriation of after-tax profits and, on sale or liquidation, invested capital plus registered capital gains in convertible currency, provided the investment is registered with ProDominicana (CEI-RD). Registration is declaratory, but the certificate matters at exit and with banks and tax authorities (ACLaw). The page we consulted carries an unclear date, so verify current requirements with the source. Whatever the structure, keep source-of-funds documents ready: brokers and construction firms are reporting entities under anti-money-laundering Law 155-17 (Siempre al Día).

Frequently asked questions

Can a foreign investor use any of these structures? Law 16-95 grants national treatment to foreign investors, with registration afterward (ACLaw). The border zone has a special regime. Confirm the conditions with your attorney.

Is a trust mandatory to sell off-plan? No. A trust separates buyers’ payments into trust accounts, but it is not mandatory (Acento).

Can an option be recorded at the Registro de Títulos? We could not verify this with official sources. Ask your attorney whether it can be annotated and how.

Does a joint venture require forming a company? Not necessarily; it can be contractual, but the form changes liability toward third parties and the financing available. Confirm with a corporate attorney.

Does contributing land to a company trigger transfer tax? We could not verify this for a contribution to a company. For a trust, a market guide indicates 3% on the first transfer. Confirm with a tax adviser.

Need help?

Netix supports developers in preparing projects for investment, including participation proposals for family offices, funds and co-investors, and investor roadshows. See Capital raising.

For information only; this is not legal, tax or notarial advice. Structures must be drafted by a Dominican attorney. Figures as of 2026-10-13.